Voting results of the AGM of KAP Shareholders
AIX: KAP, KAP.Y (GDR)
LSE: KAP (GDR)
Currency: KZT (₸), unless otherwise specified
25 May 2023, Astana, Kazakhstan
Voting results of the annual General Meeting of Shareholders
National Atomic Company Kazatomprom JSC (hereinafter - NAC Kazatomprom JSC, Kazatomprom or the Company) has published the results of absentee voting on each key issue included in the agenda of the meeting of the Annual General Shareholders Meeting (hereinafter - the AGMS), which were summed up on 25 May 2023 at 15:00 local time (GMT+6).
At the time of the AGMS, the total number of outstanding shares was 259,356,608. According to the list of shareholders as of 25 April 2023, as well as information about the owners of shares in nominee holding, the total number of voting shares of the Company amounted to 219,719,594. Shareholders and their authorized representatives holding a total of 218,068,607 ordinary shares, which is 99.25% of the total number of the Company's voting shares voted at the AGMS.
Shareholders voted and decisions were made on each key issue included in the agenda of the AGMS meeting.
|
Decisions |
For |
% |
Against |
% |
Abstained |
% |
|
|
1 . On approval of the audited annual financial statements (consolidated and separate) of NAC Kazatomprom JSC for 2022. |
218,050,842 |
99.99% |
0 |
- |
17,765 |
0.01% |
|
|
2 . On approval of the procedure for the distribution of consolidated net income for 2022, making a decision on the payment of dividends on common shares and on approval of the amount of the dividend per common share. |
218,068,607 |
100% |
0 |
- |
0 |
- |
|
|
3 . Information on shareholders' appeals on the actions of Kazatomprom and its officials and the results of consideration thereto. |
217,351,480 |
99.67% |
0 |
- |
717,127 |
0.33% |
|
|
4 Information on the size and composition of the remuneration of members of the Board of Directors and the Management Board of Kazatomprom. |
218,068,607 |
100% |
0 |
- |
0 |
- |
|
|
5 . "On concluding a major transaction, as a result of which NAC Kazatomprom JSC acquires or alienates (may acquire or alienate) property, the value of which is more than fifty percent of the total book value of assets of NAC Kazatomprom JSC at the date of making decision on the transaction, as a result of which more than fifty percent of the total book value of its assets is acquired or alienated (may be acquired or alienated), including a Long-term contract for the purchase and sale of natural uranium concentrates and other transactions for the purchase and sale of natural uranium concentrates with CNNC Overseas Limited" |
200,420,447 |
91.91% |
16,910,794 |
7.75% |
737,366 |
0.34% |
|
|
6 . On making amendments and additions to the Charter of NAC Kazatomprom JSC. |
213,130,259 |
97.735% |
843,662 |
0.387% |
4,094,686 |
1.878% |
|
|
7 . On the composition of the Board of Directors of NAC Kazatomprom JSC. |
22,417,580 |
10.28% |
195,651,027 |
89.72% |
0 |
- |
|
On the payment of dividends for 2022
Shareholders, guided by the Company's dividend policy, based on the audited financial indicators for 2022, approved the amount of dividend per one ordinary share (one GDR equals one ordinary share) in the amount of 774.88 tenge, paid out of profit for 2022. Thus, the amount of dividends will be about 200.97 billion tenge, which is 76% of free cash flow according to the Company's dividend policy.
The payment of dividends based on the results of 2022 begins on 17 July 2023 to persons registered in the register of shareholders as of 14 July 2023 at 00:00 local time (GMT + 6).
On the conclusion of a major transaction - a long-term contract for the sale and purchase of natural uranium concentrates and other transactions for the sale and purchase of natural uranium concentrates with CNNC Overseas Limited
As a result of the meeting, the annual General Meeting of Shareholders of NAC Kazatomprom JSC approved the conclusion of a major transaction with CNNC Overseas Limited on a Long-term contract for the sale and purchase of natural uranium concentrates. Futhermore, the decision of the General Meeting of Shareholders allows concluding other transactions between NAC Kazatomprom JSC and CNNC Overseas Limited for the sale and purchase of natural uranium concentrates, not exceeding two hundred percent of the total book value of NAC Kazatomprom JSC assets. These transactions will give a new impetus to bilateral cooperation between Kazakhstan and China in the nuclear industry, as well as increase the long-term sales portfolio of NAC Kazatomprom JSC.
On making amendments to the Charter of NAC Kazatomprom JSC.
The main amendments to the Charter of Kazatomprom affected the competences of the General Meeting, the Board of Directors and the Management Board of the Company due to the changes in the legislation of the Republic of Kazakhstan, internal documents of Samruk-Kazyna JSC.
The position of a senior independent director has been introduced to the Board of Directors of Kazatomprom. The Corporate Governance Code of NAC Kazatomprom JSC, approved by the decision of the sole shareholder of NAC Kazatomprom JSC at a time, dated 27 May 2015 (decision of the Management Board of Samruk-Kazyna JSC dated 27 May 2015, Minutes No. 22/15), regulates the activities of the senior independent director in terms of his/her appointment and key functions. The relevant norms of this code were used in the development of amendments to the Company's Charter.
On the composition of the Board of Directors of NAC Kazatomprom JSC.
As a result of the vote, the proposed decision on this issue was not approved by a simple majority of votes from the total number of eligible voting shares of the Company.
In accordance with clause 2 of Article 55 of the Law of the Republic of Kazakhstan dated 13 May 2003 No. 415-II "On Joint Stock Companies", the term of office of the current Board of Directors expires at the time of the general meeting of shareholders, at which a new board of directors is elected.
The next Extraordinary General Meeting of the Company's Shareholders, which will consider the composition of the Company's Board of Directors, is convened for 21 June 2023.
In addition, an application was received from Mr. Russell Banham, member of the Board of Directors - a senior independent director of the Company, on the early termination of his powers from 25 May 2023.
«I would like to express my gratitude to Mr. Russell Banham for his tremendous contribution to Kazatomprom. He achieved a step change from the IPO in introducing a strong corporate governance culture, which has been internationally recognized and brought an invaluable expertise to the Company» - said Neil Longfellow, Chairman of the Board of Directors of Kazatomprom.
For detailed information, you can contact:
On the issues extraordinary General meeting of shareholders
Assem Mukhamedyarova, Corporate Secretary
Tel.: +7 7172 45 81 63
Email: amukhamedyarova@kazatomprom.kz
On investor relations issues
Yerlan Magzumov, IR Director
Tel.: +7 7172 45 81 80 / 69
Email: ir@kazatomprom.kz
In PR and Media organizations requests issues
Sabina Kumurbekova, PR Director
Gazhayip Kumisbek, Chief Expert of the PR Department
Tel.: +7 7172 45 80 22
Email: pr@kazatomprom.kz
Copy of this announcement will be available at www.kazatomprom.kz.
About Kazatomprom
Kazatomprom is the largest uranium producer in the world with natural uranium production in proportion to the Company's participatory interest in the amount of about 22% of the total global primary uranium production in 2022. The group has the largest uranium reserve base in the industry. Kazatomprom, together with subsidiaries, affiliates and joint organizations, is developing 26 deposits combined into 14 uranium mining enterprises. All uranium mining enterprises are located on the territory of the Republic of Kazakhstan and when mine uranium use in-situ recovery technology, paying particular attention to best HSE practices and means (ISO 45001 and ISO 14001 certified).
Kazatomprom's securities are listed on the London Stock Exchange, the Astana International Exchange and the Kazakhstan Stock Exchange. Kazatomprom is the National Atomic Company of the Republic of Kazakhstan, and the main customers of the group are operators of nuclear generating capacities, and the main export markets for products are China, South and East Asia, North America and Europe. The Group sells uranium and uranium products under long-term and short-term contracts, as well as on the spot market directly from its corporate centre in Astana, Kazakhstan, as well as through a trading subsidiary in Switzerland, Trading House KazakAtom (THK).
For more information, please, visit our website http://www.kazatomprom.kz
Statements for the Future
All statements, other than statements of historical fact, included in this message or document are statements regarding the future. Statements regarding the future reflect the Company's current expectations and estimates regarding its financial condition, results of operations, plans, goals, future results and activities. Such statements may include, but are not limited to, statements before which, after which or where words such as "goal", "believe", "expect", "intend", "possibly", "anticipate", "evaluate", "plan","project","will","may","probably", "should","may" and other words and terms of a similar meaning or their negative forms are used.
Such statements regarding the future include known and unknown risks, uncertainties and other important factors beyond the control of the Company, which may lead to the fact that the actual results, indicators or achievements of the Company will significantly differ from the expected results, indicators or achievements expressed or implied by such statements regarding the future. Such statements regarding the future are based on numerous assumptions regarding the current and future business strategy of the Company and the conditions in which it will operate in the future.
INFORMATION ON THE ESTIMATES CONTAINED IN THIS DOCUMENT ARE BASED ON SEVERAL ASSUMPTIONS ABOUT FUTURE EVENTS AND ARE SUBJECT TO SIGNIFICANT ECONOMIC AND COMPETITIVE UNCERTAINTIES AND OTHER CONVENTIONALITIES, NONE OF WHICH CAN NOT BE PREDICTED WITH CERTAINTY AND SOME OF WHICH ARE OUTSIDE OF THE COMPANY'S CONTROL. THERE CAN'T BE ANY WARRANTY THAT THE ESTIMATES WILL BE REALIZED AND THE ACTUAL RESULTS MAY BE ABOVE OR BELOW THAN SPECIFIED. NONE OF THE COMPANY - NO SHAREHOLDERS, NO DIRECTORS, NO OFFICERS, NO EMPLOYEES, NO CONSULTANTS, NO AFFILIATES NOR ANY REPRESENTATIVES OR AFFILIATES LISTED ABOVE BEAR RESPONSIBILITY FOR THE ACCURACY OF THE ESTIMATES PRESENTED IN THIS DOCUMENT.
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